Captain's Classic
by Dark Goddess 1487
Summary: Beverly was close friends with Steve Rogers before he was Captain America. She secretly loved him all those year ago even when he was small. Two weeks after the attack on New York they meet again. What will happen when they see each other again. When Steve learns that she alive and well; looking very much like not a day had past. Will her feeling for him ever be returned. Steve/OC
1. Chapter 1

I own nothing

* * *

Beverly sat at her desk in D.C. office of SHIELD. Her ruby red locks were pinned up in braid bun a few stray locks fell over her face. Her jade colored eyes looked at the photo that where on her desk. All the photos she looked nearly the same age like they were taken within year times but they spanned decades. She had stop aging on September 30 1943. She from day forward had the ability to heal which paid off with attempts on her life because of her position at SHIELD, with Peggy in nursing home, Howard dead, Colonel Phillips died as well. That left her as the Head of SHIELD. But healing had come terrible price watching everyone you care about die as you remained unchanged. The first photos that caught her eye it was the most recent of her and Tony Stark when he came out as Ironman. The horror of two weeks ago was still fresh watching him fall through the wormhole was still too much for her. The next photo was of her Tony as baby and Howard. It brought so many memories.

* * *

Beverly sat in large hospital room. They wall were painted muted shade of yellow. Maria, Howard's wife had just given birth to healthy baby boy. She was now sleeping in hospital bed. Howard came over to her with the small baby in his arms. He had a huge smile on his face as he gently shifted the baby into Beverly waiting arms.

"What do think Bevie? Doesn't he look like his old man?"

"He is prefect, Howard" Beverly said looking down at little baby in her arms.

"Maria and I would like you to be his Godmother"

"Are you sure?"

"We could think of no better person for the job"

"What is his name?"

"Anthony Edward Stark but I think we are calling him Tony"

"Hello, Tony I'm your godmother" Beverly said softly.

* * *

Beverly came out of her memories rubbed her hands on her face looking at the picture of Peggy, Howard, Colonel Chester Phillips, and her when they founded SHIELD. She remembered the day that they lost Steve.

* * *

Peggy came into the room where Beverly and Howard were at. Howard was trying to console Beverly. Who, was still reeling with loss of Bucky now losing Steve was too much for her. Peggy knelt down next to Howard. Howard moved off letting the only other woman in the room handle the crying woman. Peggy brown eyes met Beverly's jade green color eyes rimmed in pink.

"You loved him" Peggy said softly.

Beverly looked down biting her bottom lip. Peggy sat down next to her taking Beverly hand.

"It doesn't matter that I loved him. He chose you." Beverly said looking up at Peggy's face.

* * *

The intercom buzzed waking Beverly from her memories. She pushed the button on the table.

"Yes, Alyse"

"Fury is in root Ma'am he will be here within ten minutes."

"Thank you Alyse." Beverly said

Beverly eyes fell on the photo taken of her Bucky and Steve at the world fair. It was black and white.

* * *

Beverly was waiting for a bus to take her back to her home when she noticed a taxi heading toward the world fair. She could swear that she saw Steve and Bucky with two young ladies in the taxi. She shook her head and waved as it passed. Bucky saw her standing there with her school books in bag. She was in nursing school. She had grown up with them she lived just a few apartments down from Steve.  
The taxi pulled to a stop. Bucky got out paying the man. He helped the girls out of the car before turning to Steve and the ladies.

"Excuse me for a moment ladies" Bucky said.

Bucky came up to her at the bus stop and picked her up off the ground. That made Beverly to squeal as he put her back on her heeled feet. She playfully hit him on the shoulder once she was on the ground again.

"Bucky what are doing?" Beverly asked.

"I could ask you the same thing Annie" Bucky countered.

Annie was Steve's and Bucky's nickname for Beverly, most because she did not like her name and Anne was her middle name. She was named after her great aunt whom she did not get along with at all.

"I'm going home Bucky" Beverly answered.

"No you are not." Bucky said as he grabbed her arm.

Beverly was being dragged along by Bucky toward the world fair. She shook her head.

"Bucky, I seriously doubt your and Steve's dates will like me being there" Beverly said

"Come one Beverly it will be fun. Before, we get shipped off me with my unit and you with the nurses." Bucky said.

"You know I hate when you call me Beverly, James" Beverly countered crossing her arms over her chest.

"Come on Annie I didn't mean anything by it." Bucky said as he noticed her break into a grin and laughter.

Steve shook his head when Bucky came up with Beverly. She gave him a huge smile. She would do anything to be in the same room as him.

"Annie, Bucky didn't tell you were going to be here" Steve said

"Steve…" Beverly started.

"She could not, not see me off" Bucky answered for her.

They watched Howard with his flying car. Steve and Beverly looked on in amazement. Bucky was with them and the two lovely dates that Bucky had arranged for him and Steve.

Beverly had met Howard in passing at the library. She was studying for one of her nursing exams when she noticed the time. And quite literally ran right into to Howard Stark. He was quite taken with Beverly for her intelligent and her beauty. They had become fast friends. He drove her home that night Howard had met her father whom work at factory. It was because of Howard she was allowed to continue her nursing school.

Now, that Beverly was there she did not want to leave the fair this was all so fascinating to her. The two girls looked like they wanted to be anywhere else but there. She could hear them talking about wanting to dancing. Beverly eyes were looking around the fair at all the science stuff that she could never get to do.

"Hey, Steve the girls want to go dancing you comin'?" Bucky asked.

"I think I will stay here with Annie, Buck" Steve said looking over at Annie.

"You're sure?" Bucky asked.

Steve nodded and looked over to Beverly. Bucky wrapped his arms around both girls as they walked off to go dancing. Beverly gave Steve a reassuring smile as she took his hand. They walked around the fair for a while.

"You could have gone with Bucky, Steve I would have been alright." Beverly said

"I don't have much luck with dames talking to them let alone dancing" Steve stated.

"And what am I?" Beverly asked a little annoyed with laughter in her voice.

"You're different Annie. I mean we have been friends for since we were kids." Steve said

Beverly looked down for a moment. Steve took her hand when he noticed she looked sad.

"Hey, are you going to be okay?"Steve asked concerned about her.

"Yeah, our world is just changing Steve"

"Yeah it is. I think I'm going to try to enlist again"

"Steven." Beverly scolded playfully.

"Beverly" Steve countered just as playfully.

"Good Luck, you are destined for great things Steve never doubt that"

"Thanks Annie" Steve said as he head off.

Beverly walked over towards the stage where Howard was at. Howard noticed her quickly coming over to her.

"Bevie it worked. It flew mind you for ten seconds but it flew"

"I saw Howard." Beverly said her eyes lingering on Steve as he headed towards the building where the enlistment was happening.

"That's him"

"Yeah he doesn't see me that way"

"Then he is blind. I mean you a beautiful."

"Thank you Howard"

"Come on Bevie there someone I want you to meet" Howard said dragging her through the crowd.

Howard led her into the enlistment building where he knew Dr. Erskine would be at. Howard left Beverly standing by the nurses' station when he found Dr. Erskine. Howard came back with Dr. Erskine.  
"This is the dame I was telling you about Abraham. She is brilliant. She helped me with flying car. I swear she could be doctor if the world let her. Beverly Kelley met Dr. Abraham Erskine"

"A pleasure to meet you Doctor; Howard is exaggerating. You can all me Bev if you like." Beverly said sticking her hand out to shake his.

"The pleasure is all mine," Dr. Erskine said kissing the top of her hand. He looked her up and down for a moment before offering her his arm. Howard was hitting on one of nurses which per usual for Howard. "It's always a pleasure to meet a brilliant mind young woman. You remind me of my daughter. Howard tells me you are a nurse."

"I am or I will be in a week. I have orders to be shipped out to Germany to medical hospital to help with war effort in two weeks" Beverly stated.

"I need a nurse for my venture. I'm sure I can get your order changed if you are willing."Dr. Erskine offered.

"It would be honor to work with you sir." Beverly said

* * *

The intercom buzzed again it was followed by Alyse voice. Beverly wiped tears found her eyes as the door opened. She put on stony face as she looked up at Fury.

"You wanted to see me Director Kelley" Fury asked.

"I have two words for you I want you to explain why they are in production when I specifically told you no...Phase 2. Ring any bells Fury?"Beverly asked.

"It was best idea at the time"

"You never saw them in action…I did that why I said no. But that's not the real reason I called you here."

"Why did you call me here Ma'am?"

"How is Agent Coulson?"

"He's doing better"

"That is good to hear. When he recovers he will have his own team."

"You are giving him his own team."

"Technically you are. This is not easy for me to say Nick. You were right. I see that now, about the Avengers. I'm too much of pacifist for this job." Beverly said

* * *

Four hours later, Steve, Tony and Bruce were cleaning up a level that the alien destroy. Steve was helping to remove move some of the heavy metal. Bruce was shaking his head looking at one of screens. Tony stood over another screens trying to explain to Steve where the piece that he was moving needed to go. A song started to play that Bruce and Steve were shocked that Tony knew. The song was my funny Valentine; sang by Frank Sinatra. Tony quickly looked down and saw Beverly face on his phone. He picked it up before; Steve could come over to see who was calling Tony. Tony knew that Beverly had not been present when Steve awoke and not seen him since he was lying there still recovering for the ice. To Tony's knowledge Steve had no clue she was still alive or looking as young as he did.

"Bevie, what can I do for you?"

"Anthony please tell me you haven't not forgot that I was coming to see you"

"Is that today?"

"Tony it is fine. I will be in town for month. I catch you sometime in that time period. If you anything like your father I'm sure whatever it is, is important."

"Are you at the airport…? I'll be there in a few minutes"

"Don't bother Tony; I'm in root to an air force base. I'll have Agents Romanoff and Barton pick me up"

"You sure, Happy is on speed dial"

"You can make it up to me by meeting me for dinner tonight; you know which restaurant."

"Sure, thing Bevie."

"Don't call me Bevie"

"Why"

"It's creepy. Your father called me that and at one point he wanted to sleep with me."

"I give you that Bev" Tony said with a disgusted look on his face.

"Better"

"Where are you staying for this month?"

"I don't know probably in Brooklyn in my old apartment."

"That shithole no offence, no way; you can stay at the Tower."

"You really want me at the tower Tony?"

"Sure, Bev what kind of Godson would be if I didn't offer you place to stay"

"A smart one" Beverly answered with laughter in her voice.

"I love you too Bevie"

"I love you Tony…I'll see you soon."

Tony hung up the phone. Steve and Bruce looked at him oddly. There was question hanging in the air.

"I thought you were seeing Pepper" Bruce asked.

"I am." Tony started. He looked over to Steve and Bruce. He sighed placing the phone down. "She's my godmother end of story. Capsicle, that is in the wrong spot for the sixty-six time" Tony answered annoyed and changing the subject point to one heavy pieces of equipment.

* * *

A SHIELD SUV pulled into the base right as Beverly departed the plane. The soldiers saluted her; a few looked shocked. They were new. She wore cerulean color dress looked right out of the forty with white peep toe pumps and white blazer with SHIELD badge on the breast of jacket. Clint Barton came over to her offering her his arm.

"Director Kelley"

"Clint you can call me Beverly as of today I am just Beverly Kelley."

Natasha walked over to the pair smiling at Beverly whom she had taken to since she was recruited for SHIELD. Beverly claimed that was because she could see some of herself in Natasha or Tasha as Beverly often called her.

"What's this hear about you just being Beverly Kelley?" Natasha asked.

"It is a trail, Tasha. A month; if the world turns on like I think it will. I feel that my time with SHIELD has ended."

Clint and Natasha looked in shock. To their knowledge she had been a part of SHIELD since the beginning.

"It won't be SHIELD without you!"Clint and Natasha said at the same time.

"As touching as that sentiment is. I am sure it will still be SHIELD without me. Besides, Fury is ready. He was right about the Avengers." Beverly said

It was SHIELD without Howard; it was SHIELD without Peggy. It was Shield without Colonel Phillips. It would SHIELD without her. It was time to live her life. Clint took Beverly's bag from her one hand. Natasha took her other arm.

"You didn't agree?" Natasha asked.

"I had no doubt that; you, Clint, and Steve in time could work like a team and work together well. I know Tony better than anyone and trust me he doesn't work well without other."

"I could a have told you that" Natasha commented.

"Then add Thor to the mix, who doesn't understand the world we live in and is pretty much a god. And then we have the Hulk which is another can of worms. On paper I didn't see it working." Beverly stated.

"Bruce is not that bad," Natasha said.

"Then I cannot wait to meet him. I'll be staying at the tower." Beverly said

"Are you ready for that?" Natasha started to ask.

"You know Steve is living there right?" Clint asked.

"Tasha I'm as ready for that as I can be. So how's your relationship Tasha, Clint?" Beverly answered as they walked to the car.

"You know about us?" Tasha asked

Beverly gave Tasha look that read "really". Clint went on to answer Beverly question. Beverly smiled half heartedly listening to his answer. All the while, in back of her head images of Steve played. As the decades past her feeling for him had not faded like she thought they would. But she knew she needed to move on with her life. Nearly having to bury Tony was tipping point for her.


	2. Chapter 2

I own nothing

I want to Thank CJ and Gilyflower for your reviews. I was unsure of story and glad it got such good reviews.

* * *

An hour later, Beverly was in her apartment for her stay. She was staying on the same floor as the gym was on. She had put all of clothes away and was putting on the finishing touch on her make-up. She let her hair down in style that was inspired by Marilynn Monroe.

"Jarvis" Beverly asked.

"Yes, Miss Beverly" Jarvis answered.

"Can you tell Tony I'm going out and that expect him at restaurant at six"

"Will do miss Beverly"

* * *

Beverly headed down to main floor. She was heading outside when she ran into Steve. Her head was down as was his. He placed his hand on her shoulder steadying her when teetered on high heels from running head long in the solid wall of Steve's chest.

"Excuse me Ma'am" Steve said.

"Pardon me Sir" Beverly answered softly looking up for a brief moment.

Steve was coming back to the tower he needed to escape Tony jokes for a time so he went for a run. Steve caught her eyes as she heading out the door. He could swear that that pair of eyes belong to Annie. He shook his head she had long since passed on. SHIELD had no record on her or at least he was never given one on her. His eyes lingered on her retreating form she even had the same red hair and nearly was the same height. He was sure after the war she finally settled down and married and a few kids. That was she deserved at least in Steve's mind.

* * *

Beverly sat at table in the restaurant a few hours later, that Howard brought it because it was going under and he loved the food or so he claimed. It had nothing to do with it being Maria's cousin family restaurant which Beverly did not believe that for a second. Maria was not given in to Howard's advances so he changed tactics. Well he was not lying about the food it was great. Truth be told it hard to get table there but when you are the owner or where a Stark or knew them very well which was Beverly case. After visiting her parents graves and Howard's and Maria's graves and the tree she planted that was large oak tree for Bucky; they never got his body back. It was her way to have place to come and talk to him.

Beverly had a cup of coffee in her hands were she sat in private dining room. The room was painted a muted gold with red accent around the room. The room had family pictures on the walls. There was a photo of her and Howard when he was trying to make Maria jealous; which did not work for a second. She was laughing in the photo. It was ten minutes after six. Giovanni, the person that Howard put in charge all those years ago, came over to her. He pulled the chair across from her. He was elderly man in his seventies.

"He does this every time, does he not Miss Beverly" Giovanni asked.

"Yes, Giovanni he does. I wonder who it will be this time, Harold or Pepper"

"Can offer you a glass of our best red wine while you wait"

"Thank you Gio"

"Anything for you Miss Beverly" Giovanni said as he walked away to get her glass of wine.

* * *

Tony was still in the lab with Steve; was now dressed in clausal clothes not his workout clothes. Steve was shocked that Tony still working. He looked like he was in the middle of something.

"Pardon the interruption Sir" Jarvis said.

"What J?"

"You have dinner reservation at six with your godmother ten minutes ago at Giovanni's"

"Happy picking Pepper up from the airport isn't he"

"Yes sir" Jarvis said

"Shit" Tony said cringing.

"Language" Steve said automatically

"Did your really just say language." Tony asked.

"It slipped" Steve commented

Tony looked around the lab that was in pieces. His eyes landed on Steve. He had an idea which would kill two birds with one stone. It would force Steve and Beverly in same room and once they were in the same room it would impossible for them not to talk about what happen between them. All Tony wanted was see Beverly happy and even he could tell she still love the man before him. Tony could still remember the conversation with her the day Cap, woke up.

* * *

Tony and Beverly sat at little café near Central park. She had just come from Steve bed side.

"How are you holding up Bevie?" Tony asked as she took a bit of her sandwich.

"I'm fine Anthony" Beverly said looking down at the table.

Tony looked at her for a moment reaching across the table taking her hand.

"You found him Bevie. You brought him home. Those are thing you and my father promise each other you would do."

"I know Tony"

"You love him"

"How can you tell?"

"The look on your face when anyone so much as mentions him," Tony said squeezing her hand.

"Yeah, I do but it doesn't matter I love him. He never saw me that way. To him I was always Annie his childhood friend. That sang church hymns too loudly and would laugh at his and Bucky's stupid jokes."

"Then he is blind"

"Your father said the same thing."

"Are you going to be there when he wakes up?"

"I want to be. Fury doesn't think it is good idea. In some way I think it is better that he doesn't know I'm alive and haven't aged. It would be better for him. The other part of me doesn't like him not knowing. He deserve to have a lest one familiar face in this crazy world."

"Bevie, what about you? I'm more worried about you."

Beverly had tears filling up her eyes. There was caring boy that she remembered watching so many times. She knew he was still in there but it was something that Tony never really showed to many people. She smiled at him. Her phone started to go off at that moment. She saw Coulson face on screen.

"Kelley" Beverly answered.

"Sorry to disturb you director we have a situation" Coulson stated.

Beverly knew in that moment Steve had woke up. She met Tony's eyes across the table.

"Tony" Beverly said with tears falling down her pretty face.

* * *

"Tony" Steve snapped.

"You could go in my stead please Cap"

"I don't know Tony, she is excepting you." Steve said unsure why Tony even suggested it.

"I'm in the middle of something right now that very important and time sensitive. Trust me she'll understand normally I would send Pepper or Happy but they are not here. Besides it's good Italian food; and it's on me." Tony said

"All the more reason you should go. She's your godmother."

"Fine leave a ninety some odd years lady by herself"

Steve sighed; giving Tony a look that said you owe me big time for this one. Tony knew Steve could not leave a woman sitting there waiting for someone especially a ninety some odd years old.

"What's the name of restaurant?" Steve said resigned to fact he was going.

"Giovanni's take one of my car I'll have Jarvis give you directions."

Steve sighed as he headed towards the elevator what in world he got himself into.

* * *

A young waiter came over to Beverly table to refill her glass of red wine. He was at most twenty one years old.

"Man any man has to insane to stand you up. I mean you are smokin'. I'm Julian by the way.

"Thank you Julian I'm Beverly."

"Beverly like Beverly Hills'? You named after a place cutie"

"I'm not your cutie son"

"You could be" Julian tried.

Beverly started to laugh nearly uncontrollably. Her green eyes light up with laughter. She looked up to ceiling for a moment. Howard would have loved this; hell Tony would love this. This was the reason she had no boyfriend or lover in her life. No had shared life experiences and now a day's most men acted more like boys than true men. Well that and her heart still belong to man that never saw her that way.

"Son, I'm old enough to be your great grandmother" Beverly laughed.

* * *

Steve pulled up the restaurant. He looked at the place shaking his head. He got out of the car heading for the entrance. All the while the thought what had Tony sent into played in his head. He looked around the entrance he notice a picture of Howard with a woman, that he could a little bit of Tony in, he assume that was Tony's mother. Steve eyes traveled to the ceiling. Tony had sent him to a Stark owned restaurant. This was just great. Giovanni came over to hostess stand.

"Can I help you?" Giovanni asked.

"Yes, I'm here for Tony Stark."

"Ah... right this way"

Giovanni led Steve towards the back room. Steve eyes traveled to full dining room. Giovanni looked back at Steve who seemed uncomfortable. They came through a little room dining room away from everyone. Giovanni looked a little irritated at his waiter. The sound of woman laugher reached Steve and Gio ears. Julian was looking from the pictures back to her at least twenty times. His eyes were huge.

"Son, it is okay I truly flattered." Beverly giggled.

Steve first thought was he was lead into the wrong room. He saw the back of woman dressed in blue dress that looked from his era. The woman had beautiful red hair. The sound of those giggles brought back so many memories to forefront of his mind.

* * *

Steve was walking Beverly back to her home. They were coming from school. They were talking as they walking. Steve was carrying her books for her. When tall handsome muscular guy came running up to them. He wrapped around Beverly back.

"So, Beverly what are you doing later tonight. The guys and I want to know if you want to go dancing."

"Thank you for offering but no thank you Lester"

"Your loss" Lester said running up to another girl in their class Beverly thought her name was Penny.

Steve looked up at Beverly. She looked down at him with laughter in her eyes. She shrugged her shoulders and started to giggle. He started to laugh as well at the sound of infectious giggles. He stopped after a moment looking up at her unsure.

"Why did you tell him no Annie? You could be with him." Steve asked.

"I think it swell just being with you."

"What's so special about me? I'm constantly sick and skinny and sickly even. Look at him. He everything I will never be."

"I am Steve. You are ten times a man then he ever will be."

Steve and Beverly continued to walking in silence. He was taking in the words she said to him. He smiled at him. She paused for moment looking at him with smile on her face.

"Steve…"

"Yes Annie"

"I…" Beverly started

At that moment, Bucky ran up to them wrapping his arms around both of them. She completely stopped what she was going to say to him. The feeling was still there but the moment was gone.

"Hey Bucky" Steve and Beverly said.

"You were saying Annie" Steve asked

"You know I completely forgot what I was saying" Beverly answered

"I see Lester found his latest conquest." Bucky said looking as Lester was laying on his moves on Penny.

* * *

"Julian don't you have dishes to be gathering, I apologize for my great nephew behavior Miss Beverly." Giovanni said as Julian left in hurry.

"It's fine Gio" Beverly said turning to face him.

Beverly was sure it would be Pepper, Happy hell ever Clint or Natasha that would be joining her. She never dreamed she would turn and see Steve stand there. Steve's baby blue met her jade green eyes both of their eyes went wide at the sight of one another. The look of utter disbelief came across his face.

"Annie" Steve muttered in shock.


	3. Chapter 3

I own nothing

Thank you again for all the followers and Favorites of this story. And reviewer thank you as well. I hope you enjoy this chapter. In it we get a little more of Beverly back story so i hope you like it.

* * *

"Steve" Beverly said standing up from her seat.

Steve looked her up and down before he turned to exit the room shaking his head. She quickly ran after him; tears starting to well up in her eyes as she ran after him. She grabbed his arm. Steve turned to look at her his heart near stop at the sight of her tears.

"Steve please don't walk away." Beverly said with tears in her voice.

Those words were enough to stop him in his tracts. Beverly looked down shaking her head, biting her bottom lip. Steve shook his head for a moment before turning taking her stance and her downcast face. His hand went to her delicate chin lifting it so he could look into her eyes. She looked away for a moment before looking in his baby blues.

"I didn't want you find out this way. Steve, please have dinner with me." Beverly pleaded.

Steve chuckled for a moment turning to head back toward the table. He offered her his arm.

"Like I could say no to one of my best girls" Steve said with his charming smile.

Beverly smiled linking arms with him. He looked down at her when she giggled shaking her head as they walked back to the table. Gio looked utterly confused. Steve pulled out her chair for her. She smiled again taking her seat again. Steve came to opposite side pulling out the chair and sat down.

"Giovanni, let me introduce you is Captain Steve Rogers. Steve this is Giovanni Corbonell. His is general manger of Giovanni's. And Tony's fourth no fifth cousin."

"A pleasure to meet you Captain, can I offer you glass of finest red wine."

"Is a pleasure, Giovanni" Steve said with a nod.

Gio smiled placing the menus in front of them. He turned and left he turned back and looked at Beverly. He knew in the single moment that she loved the man across from her. There was subtle smile across her face even in unconformable moments between them. Beverly eyes stayed on the menu. They fell in silence. It was nearly unbearable.

"Their chicken Marsala is always great but you also can't go wrong with their piccata." Beverly said nervously looking over her menu at Steve.

Steve sighed placing his menu down on the table beside him. He could her being nervous in her voice and genuine fear in her beautiful jade eyes. She shifted nervously in her chair. She was looking away where but at him. He reached across the table taking on of her hand in his. She met his eyes at that moment. She placed her menu down as well and gave him a small smile.

"Annie, we have to address it. I mean how it is even possible?"

"Steve the truth is I don't know. No one does. All I know is I stop aging in late September of 1943. For all I know it could have been sooner than that." Beverly answered.

"How do you know it was September of 1943?" Steve asked.

There waitress came over with Steve's wine and took their orders. She was focus on Steve flirting with him. He paid no mind to that fact. Beverly nearly giggled as the woman walked away. He still had no clue about women.

"You remember rescuing me from Hydra base?"

"Like I could forget that; you were pretty much sobbing in my or Bucky arms. You know you never told me what happened to you."

"I never told anyone…" Beverly stated. She took a deep breath looking down for a moment with sigh she ran her down her jaw line. She looked at Steve as she started to bare her soul to him. "The medical unit that I was station at was attacked by Hydra. I was working with Medic by the name of Dr. Jonathan Davis. We were working to save a man life when a grenade rolled in the operating room that we were working in. It was different from normal grenade it had blue light coming off of it. When it went off that light consumed everything. I could still hear their screams and the smell burning flesh. It killed everyone in room. An hour later they were looking for survivors. They found me alive in that room. A piece of metal was working its way out of arm. It fell to the ground when they came into the room. The wound healed near instantly leaving only blood trailing from the closed wound. The soldiers looked shocked. There was no mark on my body the rest of survivors all were injured. I remember being dragged in-front of Schmidt and Dr. Zola. They looked unimpressed until one of the soldiers shot me in the head. I fell to the ground. I remember waking up as the bullet fell to the metal floor and hole closed itself quickly. I will never forget the look on their faces. It was filled with gleeful smile. It was sickening. What happened next I don't have the stomach to relive. Just know it was torture, Steve. After you saved me went to Howard. I figured if anyone could figure it out it would have been him."

"Is that why you were always in his lab? I thought you and him…"

"God no, Howard tried believe me. But no never I always saw like brother to me."

"Like Bucky and I?"Steve asked laughed.

"Something like that" Beverly said taking a drink of her wine.

More so Bucky than you she wanted to say but he did not need to know that. Their meals arrive they started to eat their meals. Steve looked over to Beverly as she chewed a bite of her chicken.

"After the war did you ever try to figure it out? I'm sure I can talk to Fury maybe SHIELD could figure it out."

"Trust me Steve. SHIELD cannot help me."

"How are you so sure?"

Beverly sighed sitting up fully. She knew she had to tell him. She looked over around the room. Before, her eyes traveled back to Steve's baby blues.

"I'm the head of SHIELD, Steve. Colonel Phillips, Howard, Peggy and I founded it. They as the years moved on so did they. One by one they all left by death or health concerns until it was just me. I'm Fury's boss Steve at least for now."

* * *

Pepper arrived at the Tower about twenty minutes after Steve left. She walked into the pent house shocked to see Tony lounging on one of the sofa's in the room. She knew he was supposed to be at dinner with Beverly.  
"Tony what are you doing here?" Pepper asked.

"I do live here Pep" Tony answered coming over to Pepper kissing her cheek.

"What about your dinner with Beverly?" Pepper asked.

"Steve's there in my stead"

Pepper eyes went wide and her temper started to rise. Did he have no clue what that could do to Beverly and Steve relationship not to mention Beverly relationship with Tony.

"You did what? Tony, do have any idea what you just did to your godmother. Let alone what you have done to Steve. That woman did everything in power to make sure you had a good life. She sacrifice so much for you and this how you repay her by put her in situation is very much like date with the one man she gave her heart to all those years ago. Who never returned her feelings. You have good as broke her heart again Tony." Pepper yelled.

"What if you're wrong what if he does return her affections? I can't sit back and let her remain behind the scene Pepper. You think I don't know. All I want is to see her happy. She deserves that much. And if Steve makes her happy I will do all in my power to it happen."

"That's not how love works"

* * *

Steve and Beverly had fallen back into their playful banter from the decades pass. After the bomb shell of her being the head of SHIELD there was moment of silence until they both looked at each other and started to laugh at each other face. To anyone else who walked into that dining room it looked like Steve and Beverly were on a date flirting back in forth. Beverly knew this was most likely the closest she would get to him. As Beverly looked down and smiled at one of his stupid jokes Steve found himself having a feeling in his heart that had not been touched since Peggy. He knew he should not think of Beverly in light she would never return his feelings after everything she had seen.


	4. Chapter 4

I own nothing

* * *

After dinner was over, Steve and Beverly both reached for their wallets to leave a tip. Since their meals were on Tony's tab. Steve noticed that she was reaching for her purse. He reached across the table to still her hand.

"I got this Annie" Steve said softly.

"You're sure, Steve" Beverly asked with smile on her face.

Steve returned her smile and nod as he place the money on the table. He came around the table to help her to her feet. She looked down and smiled as retain hold of his arm.

"You know I have forgotten what like to be in presence of gentleman" Beverly said tilting her head up to look at Steve's baby blue.

"Man aren't now a days?" Steve asked as they made their way outside

"Far from it" Beverly answered as they reached the sidewalk.

Steve turned and looked at Beverly in bright light of evening sun. He shook his head he found that hard to believe. A few men walk pass them and made a wolf whistle at her. She raised her eyebrows at Steve.

"I rest my case. Now a day's Steve men are only after one thing." Beverly stated.

Steve looked determine for a second to go after those men who look at her like was piece of meat. She stilled him with touch on his shoulder.

"I'm use to it Steve."

"You should not have to be."

"You remember Lester" Beverly asked

"What of him Annie?" Steve asked unsure of where this was going.

"It's the same thing. At least Lester knew my name." Beverly stated with laughter in her voice.

Steve shook his head as Beverly started to walk in opposite direction of the car. He stood root in spot for a moment before he took off after her. He took her arm causing her to look over her shoulder at him.

"Come on Annie, I'll drive us back to the Tower."

"Who says I'm going back to the Tower? Steve, if I do I'll say things I'll later regret to Tony."

Steve paused for a moment considering what she was saying. He tried to usher back to the car again.

"Annie, I can drive us anywhere"

"He knows where the car is. I don't want him to know. Beside, the club I want to go to is only a few blocks. You can go Steve. I'll be fine"

Steve debated for a moment. She said that him through the years with them growing up. He could not do this to her now. He offered her his arm with a smile.

"So where are we heading" Steve asked.

Beverly linked arms with him leading their way to little hole in wall Jazz club. They were greeted by a flamboyant young man. He kissed Beverly cheeks and she returned the favorite. He looked Steve up and down like he was long drink of water.

"Hello, Greg"

"Hello, Bev how my favorite forties dame" Greg said excited

"I'm your only forties dame" Beverly countered

"True that love, let me get you your favorite table. Excuse me for a moment dove" Greg stated before he head off to clean off her favorite table.

Steve looked over at Beverly and Greg's retreating form. He looked back at down at Beverly as she looked up at him.

"You and Greg seem very close"

"You still know nothing about woman, Steve. Beside he plays for the other team."

Greg motioned for them to follow. Beverly looked over at Steve. Steve motioned for her to go first. She led them to seclude little table near the stage off on left side. There was small dance floor. Greg quickly pulled the chair out for her then did the same thing for Steve. Greg stood over Steve's shoulder and motions that Steve was hot. Beverly did her best not to laugh.

"I'll get you two some drinks."Greg said.

As Greg walked way Steve looked across the table as the jazz music played. He was still trying to process the other team comment that Beverly said. She let her hands run through the ends of her hair.

"What does the other team mean Annie?" Steve asked quietly.

Beverly leaned across the table taking one of his hands squeezing it. She had laughter in her eyes and huge smile playing across her face.

"He is more interested in you that way then me. He is attracted to men, Steve"

Steve blushed for a moment and started to laugh. Beverly could not help but join in. The singer started to sing another song as their laughter died down. They started to relax and enjoy the music. Greg came back placing two waters in front of them before he went off to flirt with someone else.

"How did you and Greg meet?" Steve asked

"It was Halloween party two years ago. That Tony was throwing, it was at one the night clubs he owns. He made me attend." Beverly started

* * *

It was about a year after he came out as Iron man. She was dressed up in her old nurse's uniform from the forties. It was costume party. She looked nearly completely like she step out of the photo "V-J Day in Times Square". She sat at bar having been stood up by the date that Tony tried to set her up with; stating that she needed to live her life not standing of the sidelines. Everyone around her were laughing and having a great time. She was nursing her drink. When the bar stool next to her was pulled out. A man with black hair sat down next to her he was dress like sailor.

"Baby-doll, why the long face, i mean you look like the cat's meow." The man said

"I have been stood up." Beverly said she smiled as he tried forties slang.

"Wow, that's Cock-eyed…I mean screwed up." the man said

"I know what Cock-eyed means. Did Tony send you over to cheer me up?"

"Tony as in Tony Stark… hell no; I never met the man. My boyfriend Mike found a new conquest." The man said.

He motioned to pirate flirting with a man dressed up like roman solider. Beverly shook her head then turned back to the man next to her. She gave him sad smile. The roman solider remained her of Lester always on to his new lover.

"It's his loss…I'm Beverly by the way"

"Greg"

* * *

"After that we became fast friends Steve. We talked and laughed for hours. We even recreated the picture which was completely by accident. I'm sure Tony has it some were." Beverly finished.

The singer started to sing My Funny Valentine. Steve smiled over at Beverly as she swayed with the beat of the song. She slipped on her lemon water.

"You know that this is Tony's ringtone for you" Steve commented Beverly placed her drink down looking over to lounge singer.

"That doesn't surprise me. I use to sing this him when he was child. It song I thought him to dance to this song. I would sing it when he was crying when I babysitting him." Beverly answered

"I never knew you could sing Annie" Steve stated a little shocked.

"I don't at least not very well" Beverly said softly.

They relaxed again listen just content to be in each other presence. Steve looked at Beverly as she spied couples dancing on the dance floor. She ran her tip of her tongue over her bottom lip. This music was much like the music he likes to listen to then the music Tony made him listen to. To him he never seen Beverly look more at ease or beauty than she did now as she swayed to beat of music her eyelids half closed. A small smile graced her face. She mouthed the words of the songs. The tempo of changed as the song changed Greg came back up to the table.

"My fair lady, will you do me the pleasure of a dance" Greg asked Beverly.

Beverly looked over to Steve. Steve nodded his head as she looked unsure. He knew she wanted to dance but hated to leave him alone.

"Go, Annie" Steve stated.

"You're sure" Beverly asked unsure.

Steve nodded again as Beverly linked arms with Greg. Steve bit back a feel he not felt since Howard asked Peggy if she wanted to stop off for some fondue. Regardless, if Greg did not see Beverly that way part of him wanted to be the one that she was dancing with.

"So, is that tall drink water single" Greg asked as they danced.

"Yes, but he on my team love sorry" Beverly answered as he spun out of his arms.

"Lucky" Greg said as she spun back into his arms.

"I don't want to hear that. You know the old saying. All the good one are either gay or taken…" Beverly started.

"Or both. So you and him Bev" Greg finished.

Greg motioned to Steve and Beverly as the danced. Beverly looked down for a moment; she never missed step in their dance.

"No, he does not see me that way. We grew up together. He'll never see me anything more than his friend."

Greg looked over to Steve whose eyes never left Beverly dancing form. He swore almost could see love in his eyes from here. He spun her out of his arms again as he spun her back he whispered.

"I think you are wrong Bev"  
Greg dipped her when the music stopped. Beverly eyes landed on Steve's face. Could he really see her as more plagued Beverly mind as the song ended. Greg lifted her up as they clapped as the song ended. Beverly head back over to Steve. She smiled as he wrapped his arm around leading her back to the table.


End file.
